PNC FINANCIAL SERVICES GROUP, INC. — Director's Dealing 2012

Jan 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PNC FINANCIAL SERVICES GROUP, INC. (PNC)
CIK: 0000713676
Period of Report: 2012-01-25

Reporting Person: Parsley E William III (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-25	$5 Par Common Stock	F	27906	$59.05	Disposed	39963	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-26	Employee Stock Option (Right-to-Buy)	$31.07	A	50000	Acquired	2019-02-12	$5 Par Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
$5 Par Common Stock	1221	Indirect

Footnotes

F1: Shares have been withheld to satisfy tax liability resulting from the vesting of restricted stock.

F2: The amount of securities beneficially owned represents the number of shares of common stock indirectly held for the account of the reporting person under The PNC Financial Services Group, Inc. ("PNC") Incentive Savings Plan (the "ISP"). Shares of PNC common stock are not directly allocated to ISP participants, but instead are held in a unitized fund, approximately 98% of which consists of PNC common stock, and the remainder of which is invested in a money market fund. The amount of securities beneficially owned reflects 22 shares indirectly acquired for the account of the reporting person under the ISP in transactions exempt from reporting under Rule 16a-3(f)(1)(i)(B) that occurred subsequent to the date of the reporting person's most recent filing on Form 4 providing Table I information. The percentage of assets in the unitized fund investment option that are deemed to be invested in PNC common stock may vary from time to time.

F3: On February 12, 2009, the reporting person was granted an option to purchase 50,000 shares of common stock. The option vests in full on February 12, 2012, subject to the satisfaction of certain performance criteria related to the issuer's acquisition and integration of National City Corporation. At a meeting held on January 26, 2012, the Compensation Committee of the Board of Directors of the issuer determined that the performance criteria were met, resulting in the full vesting of the option to purchase such shares.